ex10-3.htm


    

      ASSET
SALE AGREEMENT

       

       

      THIS AGREEMENT is dated as of
December 14, 2009 (the “Effective Date”)

       

      BETWEEN:

       

      PACIFIC PHARMA TECHNOLOGIES
INC.,  a company with an office at Suite 200 – 1892 West
Broadway Street, Vancouver, British
Columbia  V6J 1Y9

       

      (the
“Vendor”)

       

      AND:

       

      JTAT CONSULTING INC., a
company with a business office at B5 – 1070 West 7th Avenue, Vancouver, British
Columbia V6H 1B3

       

      (the
“Purchaser”)

       

      WHEREAS:

       

      
        	
                A.  

              	
                The
      Vendor wishes to sell, transfer and assign the Purchased Assets (as
      defined herein) to the Purchaser in consideration for the payment of
      $1.00; and

              


      

       

      
        	
                B.  

              	
                The
      parties wish to enter into this Agreement to document the definitive terms
      and conditions with respect to the sale and purchase of the Purchased
      Assets;

              


      

       

      NOW THEREFORE THIS AGREEMENT
WITNESSES that, in consideration of the mutual covenants and agreements
set forth in this Agreement and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties hereby
agree as follows:

       

      
        	
                1.  

              	
                INTERPRETATION

              


      

       

      
        	
                1.1  

              	
                In
      this Agreement:

              


      

       

      
        	
                (a)  

              	
                “Closing” means the
      completion of the transactions contemplated in this
    Agreement;

              


      

       

      
        	
                (b)  

              	
                “Intellectual Property Assets”
      means:

              


      

       

      
        	
                (i)  

              	
                the
      URL domain name
www.pacificpharmatech.com;

              


      

       

      
        	
                (ii)  

              	
                the
      Vendor’s patents, patent applications, and inventions, methods, processes
      and discoveries that may be patentable;
and

              


      

       

      
        	
                (iii)  

              	
                the
      Vendor’s know-how, trade secrets, confidential information, technical
      information, data, process technology, plans and drawings, owned, used, or
      licensed by the Vendor as licensee or
licensor;

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          - 2 -

        

      


       

      
        	
                (c)  

              	
                “Laws” mean all federal,
      provincial, state, municipal or local laws, rules, regulations, statutes,
      by-laws, ordinances, policies or orders of any federal, provincial, state,
      regional or local government or any subdivision thereof or any arbitrator,
      court, administrative or regulatory agency, commission, department, board
      or bureau or body or other government or authority or instrumentality or
      any entity or Person exercising executive, legislative, judicial,
      regulatory or administrative functions of or pertaining to
      government;

              


      

       

      
        	
                (d)  

              	
                “Person” means an
      individual, partnership, corporation, association, trust, joint venture,
      unincorporated organization and any government, governmental department or
      agency or political subdivision thereof;
and

              


      

       

      
        	
                (e)  

              	
                “Purchased Assets” means
      all of the assets currently held by the Vendor, including the Intellectual
      Property Assets, and the contractual and proprietary rights to all items
      listed in Schedule “A” to this
Agreement.

              


      

       

      
        	
                1.2  

              	
                Unless
      otherwise indicated, all dollar amounts in this Agreement are expressed in
      Canadian dollars.

              


      

       

      
        	
                1.3  

              	
                The
      following Schedules are attached to and form part of this
      Agreement:

              


      

      
        	
                Schedule
      A

              	
                List
      of Purchased Assets

              
	
                Schedule
      B

              	
                Bill
      of Sale

              


      

       

      All terms
defined in the body of this Agreement will have the same meaning in the
Schedules attached hereto.

       

      
        	
                2.  

              	
                PURCHASE AND
      SALE

              


      

       

      
        	
                2.1  

              	
                Subject
      to the terms and conditions of this Agreement, the Vendor agrees to sell,
      transfer and assign to the Purchaser and the Purchaser agrees to purchase
      from the Vendor, on the Effective Date, all right, title, interest in and
      to the Purchased Assets, in consideration of the payment of $1.00 by the
      Purchaser to the Vendor.

              


      

       

      
        	
                2.2  

              	
                The
      Purchaser acknowledges and agrees that the purchase and sale of the
      Purchased Assets is on an “as-is” basis, and the Vendor makes no
      representations or warranties with respect to the Purchased
      Assets.

              


      

       

      
        	
                2.3  

              	
                The
      Purchaser will be responsible for paying any sales, value-added or similar
      tax arising directly from this transaction, including G.S.T. pursuant to
      the Excise Tax
      Act and provincial sales tax, if
  required.

              


      

       

      
        	
                2.4  

              	
                The
      Vendor and the Purchaser will both sign a joint election under Section 167
      of the Excise Tax Act
      so that G.S.T. does not apply to the transaction, if
      required.

              


      

       

      
        	
                2.5  

              	
                The
      Closing will occur at the offices of the Vendor’s solicitors in Vancouver,
      British Columbia.

              


      

       

      
        	
                3.  

              	
                REPRESENTATIONS AND
      WARRANTIES OF THE VENDOR

              


      

       

      The
Vendor hereby represents and warrants to the Purchaser, with the intent that the
Purchaser will rely thereon in entering into this Agreement and in concluding
the transactions contemplated hereby, as follows:


      
        
           


        

        
           


          
            

          

        

        
           


          - 3 -

        

      


       

      


       

      
        	
                3.1  

              	
                The
      Vendor is a company duly incorporated, validly existing and in good
      standing under the Business Corporations Act
      (British Columbia) and it is duly qualified to carry on its
      business in each jurisdiction where it does
so.

              


      

       

      
        	
                3.2  

              	
                The
      Vendor has all necessary power, authority (including all necessary
      corporate power and authority) and capacity to execute and deliver this
      Agreement and to perform its obligations
  hereunder.

              


      

       

      
        	
                3.3  

              	
                The
      execution and delivery of this Agreement and the completion of the
      transactions contemplated hereby have been duly and validly authorized by
      all necessary corporate action on the part of the Vendor, and this
      Agreement constitutes a valid and binding obligation of the Vendor
      enforceable against the Vendor in accordance with its
    terms.

              


      

       

      
        	
                3.4  

              	
                Neither
      the execution and delivery of this Agreement nor the performance of the
      Vendor’s obligations hereunder will violate, breach or constitute a
      default under the constating documents of the Vendor, any agreement or
      instrument to which the Vendor is a party, or any order, decree, judgment,
      statute, by-law, rule, regulation, or restriction applicable to the
      Vendor.

              


      

       

      
        	
                4.  

              	
                REPRESENTATIONS AND
      WARRANTIES OF THE PURCHASER

              


      

       

      The
Purchaser hereby represents and warrants to the Vendor, with the intent that the
Vendor will rely thereon in entering into this Agreement and in concluding the
purchase and sale contemplated hereby, as follows:

       

      
        	
                4.1  

              	
                The
      Purchaser is a company duly incorporated, validly existing and in good
      standing under the Business Corporations Act
      (British Columbia) and it is duly qualified to carry on its
      business in each jurisdiction where it does
so.

              


      

       

      
        	
                4.2  

              	
                The
      Purchaser has all necessary power, authority (including all necessary
      corporate power and authority) and capacity to execute and deliver this
      Agreement and to perform its obligations
  hereunder.

              


      

       

      
        	
                4.3  

              	
                The
      execution and delivery of this Agreement and the completion of the
      transactions contemplated hereby have been duly and validly authorized by
      all necessary corporate action on the Purchaser, and this Agreement
      constitutes a valid and binding obligation of the Purchaser enforceable
      against the Purchaser in accordance with its
  terms.

              


      

       

      
        	
                4.4  

              	
                Neither
      the execution and delivery of this Agreement nor the performance of the
      Purchaser’s obligations hereunder will violate, breach or constitute a
      default under the constating documents of the Purchaser, any agreement or
      instrument to which the Purchaser is a party or any order, decree,
      judgment, statute, by-law, rule, regulation, or restriction applicable to
      the Purchaser.

              


      

       

      
        	
                5.  

              	
                COVENANT OF THE
      VENDOR

              


      

       

      
        	
                5.1  

              	
                At
      Closing, the Vendor will have executed the Bill of Sale, in the form set
      out in Schedule B attached to this
Agreement.

              


      

       

      
        	
                6.  

              	
                TRANSACTIONS AT
      CLOSING

              


      

       

      
        	
                6.1  

              	
                At
      the Closing, the Vendor will execute and deliver or cause to be executed
      and delivered to the Purchaser all transfers, assignments, agreements,
      certificates, documents, and instruments as
may

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          - 4 -

        

      


       

      be
necessary in the opinion of Purchaser, acting reasonably, to effect the purchase
and sale of the Purchased Assets.

       

      
        	
                7.  

              	
                PROPRIETARY
      PROTECTION

              


      

       

      
        	
                7.1  

              	
                Except
      as may be required by Law or applicable securities legislation, the Vendor
      and the Purchaser will not, at any time before or after the Closing,
      disclose, communicate or otherwise make available to any persons or entity
      any confidential information and will take all necessary precautions
      against unauthorized disclosure of the confidential information.
      Notwithstanding the above, the parties acknowledge that the parent company
      of the Vendor is required to disclose the terms of this Agreement in a
      press release following entry into this Agreement and the Closing
      Date.

              


      

       

      
        	
                8.  

              	
                SURVIVAL

              


      

       

      
        	
                8.1  

              	
                The
      representations, warranties, covenants and agreements of the parties
      contained in this Agreement and those contained in the documents and
      instruments delivered pursuant hereto or in connection herewith will
      survive the Closing Date for a period of two (2) years after the Closing
      Date.

              


      

       

      
        	
                9.  

              	
                ARBITRATION

              


      

       

      
        	
                9.1  

              	
                The
      parties shall in good faith and within a reasonable period of time
      endeavour to resolve any dispute arising out of this
      Agreement.  If the parties are unable to resolve the dispute
      within 30 days, or such other period agreed to in writing by the parties,
      the dispute shall be referred to and finally resolved by arbitration
      before a single arbitrator appointed in accordance with the appointment
      process administered by the British Columbia International Commercial
      Arbitration Centre (“BCICAC”) and conducted
      in accordance the BCICAC’s rules. The place of arbitration shall be
      Vancouver, British Columbia and the language of arbitration shall be
      English. The award of the arbitrator will be final and binding on each
      party. Judgment upon the award may be entered in any court of competent
      jurisdiction. The dispute resolution procedure set out in this Section
      does not preclude recourse to the courts for interim or interlocutory
      injunctive or other interim relief.

              


      

       

      
        	
                10.  

              	
                GENERAL
      PROVISIONS

              


      

       

      
        	
                10.1  

              	
                Sections and
      Headings.  The division of this Agreement into Sections
      and Subsections and the insertion of headings are for convenience of
      reference only and will not affect the interpretation of this
      Agreement.

              


      

       

      
        	
                10.2  

              	
                Number, Gender and
      Persons.  In this Agreement, words importing the singular
      number only will include the plural and vice versa, words importing gender
      will include all genders and words importing persons will include
      individuals, corporations, partnerships, associations, societies, trusts,
      unincorporated organizations, governmental bodies and other legal or
      business entities of any kind
whatsoever.

              


      

       

      
        	
                10.3  

              	
                Entire
      Agreement.  This Agreement constitutes the entire
      agreement between the parties with respect to the subject matter hereof
      and supersedes all prior agreements, understandings, negotiations and
      discussions, whether written or oral.  There are no conditions,
      covenants, agreements, representations, warranties or other provisions,
      express or implied, collateral, statutory or otherwise, relating to the
      subject matter hereof except as provided in this
  Agreement.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          - 5 -

        

      


       

      
        	
                10.4  

              	
                Time of
      Essence.  Time is of the essence in this
      Agreement.

              


      

       

      
        	
                10.5  

              	
                Applicable
      Law.  This Agreement and any matters relating thereto
      will be governed, construed and interpreted in accordance with the Laws of
      the Province of British Columbia, without regard to its conflict of laws
      rules.

              


      

       

      
        	
                10.6  

              	
                Amendments and
      Waivers.  No amendment or waiver of any provision of this
      Agreement will be binding on either party unless consented to in writing
      by such party.  No waiver of any provision of this Agreement
      will constitute a waiver of any other provision, nor will any waiver
      constitute a continuing waiver unless otherwise
  provided.

              


      

       

      
        	
                10.7  

              	
                Severability.  If
      any term or condition of this Agreement is, to any extent, held to be
      invalid or unenforceable, such provision will be severed from this
      Agreement, and the remainder of this Agreement will remain in full force
      and effect.

              


      

       

      
        	
                10.8  

              	
                Further
      Assurances.  From time to time subsequent to the Closing
      Date, the parties covenant and agree to promptly execute and deliver all
      such further documents and instruments and do all such further acts and
      things as may be required to carry out the full intent and meaning of this
      Agreement and to effect the transactions contemplated
    hereby.

              


      

       

      
        	
                10.9  

              	
                Expenses. Each
      party shall bear its own expenses of this transaction unless agreed
      otherwise in writing.

              


      

       

      
        	
                10.10  

              	
                No
      Assignment.  This Agreement may not be assigned by any
      party hereto without the prior written consent of the other parties
      hereto.

              


      

       

      
        	
                10.11  

              	
                Successors and
      Assigns.  This Agreement will enure to the benefit of and
      be binding upon the parties hereto and their respective successors and
      permitted assigns.

              


      

       

      
        	
                10.12  

              	
                Notices.  Any
      notices given hereunder by either party to the other will be in writing
      and will be effected either by personal delivery (including by courier) or
      by facsimile transmission.  Notices will be delivered to the
      parties at the following addresses:

              


      

       

      
        	
                (a)  

              	
                If
      to the Vendor:

              


      

      


      200 –
1892 West Broadway Street

      Vancouver,
British Columbia V6J 1Y9

       

      Attention:
Joel Bellenson

       

      Facsimile:
(604) 638-1675

       

      
        	
                (b)  

              	
                If
      to the Purchaser:

              


      

      


      B5 – 1070
West 7th Avenue

      Vancouver,
British Columbia

      V6H
1B3

       

      Attention:
Dr. Artem Cherkasov

       

      Facsimile:


      
        
           


        

        
           


          
            

          

        

        
           


          - 6 -

        

      


       

      Each
party may change the address set out above by notice to the other in accordance
with this Section.  Notices delivered by personal delivery will be
deemed to be received on the date of actual delivery and notices delivered by
facsimile transmission will be deemed to be received on the date of machine
confirmed transmission.

       

      
        	
                10.13  

              	
                Independent Legal
      Advice. Each party herein acknowledges that it has obtained
      independent legal advice regarding the execution of this Agreement, or has
      been advised of his or its respective right to obtain independent legal
      advice, and if he or it has not in fact obtained independent legal advice,
      such party acknowledges herewith that he or it understands the contents of
      this Agreement and waives the need for independent legal advice, and that
      he or it is executing the same voluntarily and without duress or pressure
      from the other parties or anyone on their
  behalf.

              


      

       

      
        	
                10.14  

              	
                Counterparts.  This
      Agreement may be executed in counterpart and such counterparts together
      will constitute a single instrument.  Delivery of an executed
      counterpart of this Agreement by electronic means, including by facsimile
      transmission or by electronic delivery in portable document format, will
      be equally effective as delivery of a manually executed counterpart
      hereof.  The parties acknowledge and agree that in any legal
      proceedings between them respecting or in any way relating to this
      Agreement, each waives the right to raise any defence based on the
      execution hereof in counterparts or the delivery of such executed
      counterparts by electronic means.

              


      

       

      IN WITNESS WHEREOF the parties
have executed and delivered this Agreement as of the Effective
Date.

      


       

      PACIFIC
PHARMA TECHNOLOGIES INC.

       

      


       

      Per:           /s/ Joel
Bellenson                                                                

       

      Authorized Signatory

      


       

      JTAT
CONSULTING INC.

       

      


       

      Per:           /s/ Art
Cherkasov                                                                

       

      Authorized Signatory

      


      


      


       

       
 


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
A

       

      List
of Purchased Assets

       

       

      


      
        	
                1.  

              	
                United
      States Provisional Patent Application Serial Number 60/943,587 filed on
      June 13, 2007 entitled “ANTI-PARASITIC COMPOUNDS AND METHODS FOR SELECTION
      THEREOF”  as amended post-Closing to satisfy requirements of UBC
      related to QSAR methodology.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      


      SCHEDULE
B

       

      BILL
OF SALE

       

       

      THIS BILL OF SALE is dated for
reference as of December 14, 2009

       

      BETWEEN:

       

      PACIFIC PHARMA TECHNOLOGIES
INC.,  a company with an office at Suite 15, Reagent Medical
Building, 2190 West Broadway, Vancouver, BC, V6K 4W3

       

      (the
“Vendor”)

       

      AND:

       

      JTAT CONSULTING INC., a
company with a business office at B5 – 1070 West 7th Avenue, Vancouver, British
Columbia V6H 1B3

       

      (the
“Purchaser”)

       

      In
consideration of the payment of $1.00 from the Purchaser to the Vendor, the
receipt whereof is hereby acknowledged by the Vendor, the Vendor hereby grants,
bargains, sells, assigns, transfers, and sets over unto the Purchaser the
Purchased Assets and all right, title, interest, property, claim, and demand of
the Vendor thereto and therein TO HAVE AND TO HOLD UNTO THE
PURCHASER FOREVER.

       

      This Bill
of Sale will be governed by and construed in accordance with the laws of the
Province of British Columbia applicable to contracts made and to be performed
therein.

       

      Delivery
of an executed copy of this Bill of Sale by electronic facsimile transmission or
other means of electronic communication capable of producing a printed copy will
be deemed to be execution and delivery of this Bill of Sale as of the date set
forth on page one herein.

       

      IN WITNESS WHEREOF the Vendor
has executed this Bill of Sale as of the date first written above.

      


       

      PACIFIC
PHARMA TECHNOLOGIES INC.

       

      


       

      Per:           /s/ Joel
Bellenson                                                                

       

      Authorized Signatory